Question 1

What is the Swiss Handelsregister?

Accepted Answer

The Swiss Handelsregister is Switzerland's official public register of all legally registered companies, partnerships, foundations, associations, and branch offices. Maintained by 26 cantonal register offices and overseen by the Federal Commercial Registry Office (EHRA), it records every company's legal form, registered address, directors, authorised signatories, share capital, and purpose. It is the single authoritative source of corporate identity in Switzerland.

Question 2

Who must register in the Swiss commercial register?

Accepted Answer

Registration is mandatory for all capital companies (AG and GmbH), general and limited partnerships, cooperatives, foundations and associations engaged in commercial activity, branch offices of foreign companies, and sole proprietorships with annual revenue exceeding CHF 100,000. Sole proprietorships below that threshold may register voluntarily. For AGs and GmbHs, registration is constitutive — the company does not legally exist until it appears in the register.

Question 3

What is a Handelsregisterauszug?

Accepted Answer

A Handelsregisterauszug is an official extract from the Swiss commercial register for a specific company. It documents the current registered state of the entity — name, legal form, registered address, UID number, directors, authorised signatories, company purpose, share capital, and historical mutations. It is the standard document used for KYC entity verification, bank account opening, and due diligence. Unofficial PDF extracts are free via Zefix; certified extracts cost CHF 40–50 from the cantonal office.

Question 4

What does the Swiss Handelsregister not show?

Accepted Answer

The Handelsregister does not contain beneficial ownership declarations, financial statements, tax records, sanctions flags, or adverse media. It records legal structure and identity — not risk. Beneficial owners are identified separately through the Form A/K process at financial intermediaries. From mid-2026, the LETA Transparency Register will hold UBO data centrally, but this remains non-public.

Question 5

How current is the Swiss commercial register?

Accepted Answer

Cantonal register offices typically process new entries and mutations within two to three business days of receiving a complete filing. All changes are simultaneously published in the SHAB (Swiss Official Gazette of Commerce), which is updated daily on business days. Zefix reflects the current processed state — it does not show changes that are filed but not yet processed.

Question 6

What is the legal effect of a Handelsregister entry?

Accepted Answer

The Handelsregister operates under the legal publicity principle (Publizitätswirkung) established in OR Art. 932. Once a fact is published in the SHAB, it is deemed known to all third parties, even those who have not actively checked it. Third parties acting in good faith can rely on published registered facts. Conversely, unregistered changes cannot be enforced against third parties who relied on the published record.

Question 7

What is Zefix?

Accepted Answer

Zefix (Zentraler Firmenindex — Central Business Name Index) is the Swiss federal government's official online portal for searching Swiss commercial register data across all 26 cantons. Maintained by the Federal Commercial Registry Office (EHRA), it provides free public access to company entries, official register extracts, certified statutes, and SHAB publication history. It is available at zefix.admin.ch and requires no account for basic searches.

Question 8

Is Zefix free to use?

Accepted Answer

Yes. The Zefix web portal, mobile app, and basic extract downloads are all free with no account required. The REST API is free but requires a registered account (email zefix@bj.admin.ch). The LINDAS SPARQL interface is free and open. Certified extracts ordered from cantonal offices carry a fee of approximately CHF 40–50. Several commercial portals charge for documents available free on the official register — these are unnecessary.

Question 9

What is the difference between Zefix and the Handelsregister?

Accepted Answer

The Handelsregister is the legal register itself, maintained at the cantonal level. Zefix is the federal portal that aggregates all cantonal register data into one national search interface. Zefix is the search tool; the Handelsregister is the underlying legal record. A Zefix PDF extract is informational. A certified extract from the cantonal Handelsregisteramt has legal evidentiary value.

Question 10

Does Zefix show deleted companies?

Accepted Answer

Yes. Zefix includes entries for companies that have been deleted from the register (gelöscht), with their deletion date and the relevant SHAB publication. Searching deleted entities is useful for due diligence on counterparties that may have been wound up or merged. In the Zefix search interface, enable the option to include deleted entities.

Question 11

What is a UID number in Switzerland?

Accepted Answer

The UID (Unternehmens-Identifikationsnummer) is Switzerland's unique company identifier, formatted as CHE-XXX.XXX.XXX. It is assigned at registration and used consistently across the commercial register, VAT administration, and other federal registers. It is the stable, reliable key for programmatic entity lookup — preferred over company name for API queries because names can change.

Question 12

Does Zefix have an API?

Accepted Answer

Yes. Zefix provides a free public REST API at zefix.admin.ch/ZefixPublicREST. Access requires a registered account obtained by emailing zefix@bj.admin.ch. The API supports company search by name, UID lookup, SHAB publication retrieval by UID, legal form reference data, and date-based queries. For more flexible querying including cross-dataset joins, SHAB data is also available via the LINDAS SPARQL endpoint at lindas.admin.ch/query.

Question 13

What is SHAB?

Accepted Answer

SHAB (Schweizerisches Handelsamtsblatt) — in English the Swiss Official Gazette of Commerce (SOGC), in French the Feuille officielle suisse du commerce (FOSC) — is Switzerland's official publication of record for all commercial register events. Published five times weekly by SECO, it carries legal force from the moment of publication. Every new incorporation, director change, address mutation, dissolution, merger, and bankruptcy affecting a Swiss entity is published in the SHAB.

Question 14

What is the legal effect of a SHAB publication?

Accepted Answer

SHAB publications trigger the legal publicity principle under OR Art. 932. From the date of publication, registered facts are deemed known to all third parties — including those who have not actually read the SHAB. About 90% of SHAB announcements have immediate legal effects. This is what distinguishes SHAB from a Zefix extract: a SHAB publication is legally binding; a Zefix extract is informational.

Question 15

What types of events are published in SHAB?

Accepted Answer

SHAB publishes commercial register mutations (new incorporations, director changes, address changes, capital changes, purpose amendments, name changes, mergers, demergers, voluntary liquidations, deletions), bankruptcy declarations, debt enforcement proceedings, public calls to creditors, and various other legally required commercial announcements. Between 1,200 and 1,500 individual publications appear daily.

Question 16

How far back do SHAB archives go?

Accepted Answer

Digital SHAB archives are available from 2003 on shab.ch, searchable by company name, publication date, and publication type. Digitised editions from 1883 onward are available on E-Periodica, providing full-text search across 140 years of Swiss commercial history. For compliance purposes, the 2003 digital archive covers the period relevant for most KYC and due diligence work.

Question 17

How is SHAB different from Zefix?

Accepted Answer

Zefix shows the current registered state of a company — a snapshot of what it looks like today. SHAB shows the event history — a timestamped log of every published change since incorporation. For entity verification, use Zefix. For detecting changes over time or monitoring a portfolio for mutations, SHAB is the correct source. Unlike Zefix extracts, SHAB publications are legally binding.

Question 18

Can I monitor SHAB automatically for a portfolio of companies?

Accepted Answer

Yes. SHAB data is available programmatically through the LINDAS SPARQL endpoint (lindas.admin.ch/query) using UID-based queries. The Zefix REST API also exposes SHAB publication history per entity. Commercial compliance platforms including Suiva offer automated SHAB screening against customer databases, generating compliance alerts on publication matches.

Question 19

What is a beneficial owner under Swiss law?

Accepted Answer

A beneficial owner (wirtschaftlich berechtigte Person) is the natural person who ultimately owns or controls an asset or legal entity, regardless of intermediate structures. Under Swiss AMLA, this includes any natural person who directly or indirectly holds more than 25% of the capital or voting rights of a legal entity, or who otherwise exercises dominant influence over its management or assets. The identification obligation runs to natural persons — another legal entity cannot be the final beneficial owner.

Question 20

What is AMLA?

Accepted Answer

AMLA (Anti-Money Laundering Act / Geldwäschereigesetz GwG) is Switzerland's primary anti-money laundering statute, enacted in 1997 and substantially revised in 2016 and 2025. It establishes the core due diligence obligations of financial intermediaries: identity verification (Art. 3), beneficial ownership identification (Art. 4), special diligence for elevated-risk relationships (Art. 6), and ten-year record retention (Art. 7). It applies to all FINMA-supervised institutions and SRO-affiliated intermediaries, including IAMs.

Question 21

What is the 25% threshold in Swiss AMLA?

Accepted Answer

The 25% threshold is the standard trigger for mandatory beneficial ownership identification under AMLA Article 4. It applies to direct or indirect holdings of share capital or voting rights. Indirect holdings are calculated by multiplying percentages through the ownership chain. Below the threshold, identification is still required if control is exercised through other means — shareholder agreements, board control, or contractual rights. The threshold is not a safe harbour; it is a minimum trigger.

Question 22

What is Form A in Switzerland?

Accepted Answer

Form A (Formular A / Vereinbarung über den wirtschaftlich Berechtigten) is the Swiss standard declaration by which a client identifies the beneficial owner of assets in a relationship. It is required whenever the contracting party is a legal entity and a natural person controls it through shareholding or equivalent means. The contracting party — not the beneficial owner — signs Form A. It must name every natural person with an ownership interest above 25%, with their name, date of birth, nationality, and domicile. It must be retained for ten years.

Question 23

What is Form K in Switzerland?

Accepted Answer

Form K (Formular K / Erklärung betreffend die kontrollierende Person) is used for domiciliary companies — letterbox entities with no operational substance — where a controlling person must be identified. It captures the natural person who exercises dominant influence through means other than direct shareholding: board control, power of attorney, or contractual rights. Form K is required when Form A alone is insufficient to reach a natural person as ultimate controller.

Question 24

Does the Swiss Handelsregister show beneficial owners?

Accepted Answer

No. The Handelsregister records directors, board members, and authorised signatories — not beneficial owners. For GmbHs, the quota holder list (showing shareholders and their share amounts) is publicly accessible, providing a first layer of ownership data. For AGs, shareholder data is not disclosed in the register. Beneficial ownership is captured separately through the Form A/K process. From mid-2026, the LETA Transparency Register will hold UBO data for Swiss legal entities.

Question 25

How long must KYC documentation be retained in Switzerland?

Accepted Answer

AMLA Article 7 requires financial intermediaries to retain all records relating to client identification, beneficial ownership, and transactions for a minimum of ten years after the end of the business relationship. This covers identification documents, Form A and Form K declarations, screening records, correspondence, and internal notes — not only signed forms.

Question 26

What is MROS?

Accepted Answer

MROS (Money Laundering Reporting Office Switzerland) is Switzerland's financial intelligence unit, operating within the Federal Office of Police (fedpol). Under AMLA Article 9, financial intermediaries must report immediately when they know or have reasonable grounds to suspect that assets are connected to money laundering or terrorist financing. MROS analyses reports, forwards intelligence to law enforcement, and cooperates with international FIUs. Failure to report on time is subject to a fine of up to CHF 500,000.

Question 27

What is enhanced due diligence (EDD) under Swiss AMLA?

Accepted Answer

Enhanced due diligence (EDD) is the additional investigation required under AMLA Article 6 when a client relationship presents elevated risk factors. EDD triggers include: politically exposed persons (PEPs) or their close associates, clients from FATF-listed or Swiss country-risk-flagged jurisdictions, domiciliary company structures, complex ownership chains with no apparent economic rationale, and unusual transactions. EDD typically involves additional source-of-funds and source-of-wealth documentation, senior management approval before onboarding, and more frequent periodic reviews.

Question 28

What is FinIA and how does it affect IAMs?

Accepted Answer

FinIA (Financial Institutions Act) came into force on 1 January 2020, requiring all Swiss independent asset managers (IAMs) to obtain a FINMA licence to continue operating. Before FinIA, IAMs operated without a specific licence. FinIA introduced licensing requirements, prudential supervision by a FINMA-authorised supervisory organisation (SO), and formal organisational obligations. An IAM operating without a valid FINMA licence since 2020 is doing so illegally.

Question 29

What is the difference between a supervisory organisation (SO) and an SRO for Swiss IAMs?

Accepted Answer

Since FinIA, IAMs require prudential supervision by a FINMA-authorised supervisory organisation (SO), which monitors compliance with FinIA obligations and conducts AMLA supervision jointly. An SRO (self-regulatory organisation) such as VQF provides AMLA supervision and standardised compliance tools, but SRO membership alone no longer suffices for a licensed IAM — it does not substitute for FINMA licensing or SO supervision. Many IAMs maintain both SO supervision and VQF membership.

Question 30

What is VQF?

Accepted Answer

VQF (Verein zur Qualitätssicherung von Finanzdienstleistungen) is the leading self-regulatory organisation (SRO) for Swiss independent asset managers and other financial intermediaries. It publishes standardised AMLA compliance forms (including Form A and Form K), provides compliance guidance, conducts member audits, and represents members on regulatory matters. VQF membership requires adherence to its regulatory standards and payment of annual membership and audit fees.

Question 31

Can a Swiss IAM outsource KYC tasks?

Accepted Answer

Yes, with conditions. VQF permits KYC outsourcing to qualified third parties, but ultimate responsibility remains with the IAM member. Any outsourcing arrangement must be documented, the IAM must retain control and oversight, and the third party must operate under appropriate confidentiality and data protection terms. Outsourcing does not transfer the legal obligation — it transfers the operational task.

Question 32

What triggers a periodic KYC review for an existing client?

Accepted Answer

AMLO-FINMA requires periodic re-review of client files. High-risk relationships require review at least annually; standard-risk relationships at least every three to five years. Event-driven re-KYC is also triggered by material SHAB mutations (director changes, address changes, structural changes), client requests to change mandate scope, sanctions designation of any person in the file, or suspicious transactions raising questions about the relationship.

Question 33

What is LETRA / LETA?

Accepted Answer

LETRA (or LETA — Legal Entities Transparency Act / Bundesgesetz über die Transparenz juristischer Personen und die Identifikation der wirtschaftlich Berechtigten) was adopted by the Swiss Parliament on 26 September 2025. It creates a central federal Transparency Register of beneficial owners for Swiss legal entities, administered by the Federal Office of Justice. Entry into force is expected around mid-2026, aligned with Switzerland's next FATF evaluation in 2027.

Question 34

Who must register beneficial ownership information under LETRA?

Accepted Answer

All Swiss legal entities that are in scope must identify their UBOs and register the information in the LETRA Transparency Register. In-scope entities include AGs, GmbHs, cooperatives, SICAVs, SICAFs, limited partnerships for collective investments, and certain foreign entities with a Swiss nexus (branch offices, entities with effective management in Switzerland, or entities holding Swiss real estate).

Question 35

Who can access the LETRA Transparency Register?

Accepted Answer

Access to the LETRA Transparency Register is restricted to Swiss regulatory authorities (FINMA, cantonal authorities, tax authorities, MROS, intelligence services) and Swiss-regulated financial intermediaries conducting KYC and due diligence. Public access was explicitly rejected by Parliament. Foreign compliance teams with no Swiss regulated presence do not have direct right of access.

Question 36

Does LETRA replace the Form A obligation?

Accepted Answer

No. LETRA introduces a central Transparency Register but does not replace the Form A requirement. Financial intermediaries must continue to obtain beneficial ownership declarations directly from clients and conduct their own verification. The Transparency Register is an additional verification resource. It does not carry the presumption of accuracy afforded to public registers — discrepancies between the register and an intermediary's findings must be reported to the FOJ.

Question 37

What does the revised AMLA (September 2025) change for lawyers and notaries?

Accepted Answer

The revised AMLA, adopted simultaneously with LETRA in September 2025 and expected to enter force around mid-2026, extends AMLA due diligence obligations to "advisors" — primarily lawyers and notaries — who assist in transactions involving non-operational legal entities (domiciliary companies and similar structures). In-scope advisors must verify client identity, identify beneficial owners, establish an internal compliance framework, and join an SRO. Transactions involving operational companies are explicitly excluded from scope.

Question 38

What is Switzerland's FATF status?

Accepted Answer

Switzerland is a member of the Financial Action Task Force (FATF) and subject to periodic mutual evaluations. Switzerland's most recent FATF Mutual Evaluation Report identified deficiencies in several areas, including due diligence controls (Recommendations 22 and 23) and oversight of professional enablers. The LETRA/AMLA reform package adopted in September 2025 is partly a response to these findings. Switzerland's next FATF evaluation is expected in 2027, which is the driver for the mid-2026 entry-into-force target for the new legislation.

Question 39

Which Handelsregister document is needed for KYC entity verification?

Accepted Answer

The Handelsregisterauszug (company extract) is the standard document for satisfying the AMLA Article 3 entity verification obligation. It confirms the company's legal existence, legal form, registered address, UID, authorised signatories, and current corporate structure. For most IAM KYC files, a current Zefix PDF extract is sufficient. For high-risk relationships, custodian bank requirements, or formal legal submissions, a certified extract from the cantonal Handelsregisteramt is appropriate.

Question 40

How do I verify signatory authority using the Handelsregister?

Accepted Answer

The Handelsregisterauszug lists all authorised signatories with their signing authority type: Einzelunterschrift (individual — one signature sufficient to bind the company) or Kollektivunterschrift (collective — two authorised signatories required). Verify that the person instructing you is listed, and that their authority type matches how they are operating. If the person is not listed, a board resolution or power of attorney is required.

Question 41

What is the difference between Einzelunterschrift and Kollektivunterschrift?

Accepted Answer

Einzelunterschrift means a person has individual signing authority — their signature alone legally binds the company. Kollektivunterschrift means collective authority — the person must sign together with at least one other authorised signatory. Both types are listed in the Handelsregisterauszug with the names of the authorised persons. For compliance purposes, understanding which type applies determines whether a single instruction is sufficient or requires a co-signatory.

Question 42

Can I use the GmbH quota holder list for beneficial ownership purposes?

Accepted Answer

The GmbH quota holder list (Gesellschafterliste), publicly accessible through Zefix and the cantonal register, shows the names and share amounts of all quota holders — making it useful as a first layer of ownership verification. For GmbH clients, cross-checking the Form A against the quota holder list is part of the plausibility check. Note that the list shows direct shareholders, not ultimate beneficial owners — multi-tier structures still require tracing through intermediate entities.

Question 43

What SHAB events should trigger a Form A review?

Accepted Answer

Director or signatory changes are the primary trigger — a new director may be a beneficial owner not previously identified, or may introduce a PEP previously absent from the file. Capital restructurings and ownership changes (visible in SHAB for GmbH mutations) may also affect the beneficial ownership picture. Address changes to known fiduciary locations warrant a reassessment of the substance of the entity and the plausibility of the existing Form A.

Question 44

How do I search for a Swiss company if I only have a director's name?

Accepted Answer

Zefix does not currently support direct person-based searches across the national database. To find entities associated with a specific director, the most reliable approach is to search the LINDAS SPARQL endpoint, which supports queries by natural person name across Zefix data. Alternatively, Suiva supports natural-language queries by person name, retrieving all associated entities in a single search.

Question 45

What is Suiva?

Accepted Answer

Suiva is Swiss Company Intelligence — the intelligence layer for the Handelsregister. It is an AI-powered tool for searching and analysing Swiss commercial register data, designed for IAMs, M&A lawyers, fiduciaries, and compliance professionals. Suiva enables natural-language queries across the full national register, SHAB event monitoring by portfolio, structured data extraction for KYC file assembly, and search and results in English, French, German, or Italian.

Question 46

How is Suiva different from Zefix?

Accepted Answer

Zefix is the official federal search portal — structured, form-based, and optimal for single-entity lookups by name or UID. Suiva adds an intelligence layer on top of the same underlying data: natural-language search, cross-entity queries (e.g. 'show me all companies where [person] is a director'), SHAB portfolio monitoring with compliance-relevant alerts, and structured output formatted for KYC documentation. Suiva does not replace Zefix — it makes the register data accessible in the way compliance workflows actually operate.

Question 47

Does Suiva replace the need for certified register extracts?

Accepted Answer

No. Suiva provides structured access to register data for due diligence and monitoring purposes. Certified extracts — which carry legal evidentiary value for bank submissions, notarial proceedings, and formal filings — must still be ordered from the relevant cantonal Handelsregisteramt. Suiva is a compliance intelligence tool, not a certification authority.

Question 48

What languages does Suiva support?

Accepted Answer

Suiva supports search and results in English, French, German, and Italian. Queries can be entered in any of these languages and all results, entity data, and analysis are returned in your preferred language — regardless of the language of the original register entry or the canton of registration. English support is designed for international lawyers, foreign compliance teams, and non-Swiss professionals who work regularly with Swiss company data.

Swiss KYC & AML FAQ

The Swiss Handelsregister

Zefix

SHAB — Swiss Official Gazette of Commerce

Beneficial Ownership and AMLA

The Regulatory Framework for Swiss IAMs

LETRA and the 2026 AML Reforms

The Handelsregister in KYC Practice

Using Suiva for Swiss Register Intelligence